Limitation on Liability of Servicer, Seller and Others. The Servicer, the Seller and any of its respective directors or officers or employees or agents of the Servicer or the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising under any Basic Document. Neither the Servicer nor the Seller shall be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.
Limitation on Liability of Servicer, Seller and Others. Neither the Seller, the Servicer nor any of the directors, officers, employees, agents or Affiliates of the Seller or the Servicer shall be under any liability to the Trust or the Investor Certificateholders, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or any of the Basic Trust Documents or for errors in judgment; PROVIDED, HOWEVER, that this provision shall not protect the Seller or the Servicer for any liability for breach of its obligations hereunder or the Seller, the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except for errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement or any of the Basic Documents. The Seller and the Servicer and any director, officer, employee or agent of the Seller or the Servicer may rely in good faith on the advice of counsel or on any document of any kind PRIMA FACIE properly executed and submitted by any Person respecting any matters arising under this Agreement.
